Sveafastigheter Completes KlaraBo Merger, Creating Swedish Residential Giant With 26,500 Apartments

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STOCKHOLM — The Swedish Companies Registration Office on Sept. 30, 2026, registered the statutory merger between Sveafastigheter AB and KlaraBo Sverige AB, completing a transaction that creates one of Sweden's largest listed residential landlords with approximately 26,500 apartments and a property portfolio valued at roughly SEK 47 billion.

All of KlaraBo's assets and liabilities transferred to Sveafastigheter upon registration, giving the merger immediate legal effect. The combined company retains the Sveafastigheter name and continues to be headquartered in Stockholm. Erik Hävermark serves as CEO of Sveafastigheter.

Share Issuance and Merger Consideration

In connection with the registration, Sveafastigheter issued 20,004,545 new Class A shares and 85,496,012 new Class B shares as merger consideration, increasing the company's share capital by SEK 263,751.39. Shareholders recorded in KlaraBo's share register on the date of registration are entitled to receive the consideration.

The record date with Euroclear for entitlement to the merger consideration is expected to be Oct. 1, 2026. Distribution of the consideration is expected on Oct. 5, 2026, which is also expected to be the first trading day for the newly issued Class B shares on Nasdaq Stockholm. Trading in Sveafastigheter's existing Class B shares on Nasdaq Stockholm continues as usual and is not affected by the merger process.

Only whole shares in Sveafastigheter will be paid as merger consideration. Fractional shares will be aggregated and sold through a financial institution as soon as practicable after registration, with proceeds distributed to entitled holders in proportion to the value of their fractions, no later than 10 banking days after such sale.

Board Reconstituted Following KlaraBo Combination

In accordance with a resolution adopted at Sveafastigheter's Extraordinary General Meeting on June 26, 2026, Lennart Sten, Sophia Mattsson-Linnala and Andreas Morfiadakis joined the board of directors effective Sept. 30. At the same time, Leiv Synnes, Peder Johnsson and Jenny Wärmé stepped down from their board positions.

As of the merger date, Sveafastigheter's board consists of Lennart Sten as chairman, along with Peter Wågström, Christer Nerlich, Jens-Fredrik Jalland, Sophia Mattsson-Linnala and Andreas Morfiadakis.

The merger plan was jointly adopted by the boards of Sveafastigheter and KlaraBo on May 18, 2026. The Swedish Companies Registration Office granted permission to implement the plan on Sept. 7, 2026, ahead of the Sept. 30 registration.

Combined Portfolio Scale and Financial Profile

The merged entity brings together two complementary Swedish residential portfolios. Sveafastigheter's standalone portfolio was valued at approximately SEK 29.4 billion as of March 31, 2026, including SEK 25.8 billion of properties under management, with roughly 93% of that managed portfolio concentrated in Stockholm-Mälardalen, Greater Gothenburg, Malmö-Öresund and university cities. KlaraBo's portfolio was valued at approximately SEK 10.8 billion in the merger materials, with approximately 72% of its property value in university cities and Malmö-Öresund and only about 2% in Stockholm-Mälardalen.

The combined portfolio is expected to generate approximately SEK 1.693 billion of net operating income and approximately SEK 749 million of annual profit from property management before synergies. Including stated operational synergies, profit from property management is projected at approximately SEK 834 million. The companies identified at least SEK 30 million of annual central-administration synergies, with total potential savings estimated at approximately SEK 120 million annually — comprising SEK 85 million of operational synergies and SEK 35 million of financial synergies.

The combined portfolio includes a larger share of older housing with affordable rents and upgrade potential. Prior to completing the corporate merger, Sveafastigheter and KlaraBo also executed an exchange transaction involving a total property value of SEK 2.1 billion and 1,231 apartments, through which Sveafastigheter acquired 656 apartments and divested 575.

Interim Report Delayed; Merger Costs Expected at SEK 55 Million

As a result of the merger, Sveafastigheter postponed publication of its interim report for the period January through September 2026 to Nov. 18, 2026. Non-recurring costs attributable to the merger are expected to total approximately SEK 55 million, covering transaction- and integration-related items to be recognized within central administration.

KlaraBo's assets and liabilities will be included in Sveafastigheter's consolidated balance sheet as of Sept. 30, 2026. However, because the merger was registered on the final day of the reporting period, KlaraBo's revenue and expenses will not be included in Sveafastigheter's consolidated income statement for the January-through-September period. The interim report will include an earnings capacity statement for the combined company, as well as an appendix containing a pro forma income statement for the combined entity covering Jan. 1 through Sept. 30, 2026.

Sveafastigheter's standalone financial results showed improving momentum heading into the merger. The company reported rental income of SEK 1.536 billion for 2025, up 12.9% from SEK 1.361 billion the prior year. Net operating income rose 17.4% to SEK 1.010 billion from SEK 860 million, while profit from property management reached SEK 376 million compared with SEK 160 million in 2024. The company recorded a profit of SEK 84 million for 2025, compared with a loss of SEK 1.125 billion in 2024.

Strategic Context: Scale, Geography and Financing

The merger is designed to add scale, broaden geographic diversification, improve cash-flow resilience and strengthen access to bank and bond financing. By combining Sveafastigheter's concentration in major Swedish growth regions with KlaraBo's heavier weighting toward university cities and Malmö-Öresund, the transaction creates a broader regional platform than either company held independently.

The larger asset base is also intended to spread central, financing and operating costs more efficiently and to support a stronger credit profile. The combined residential-for-rent platform, with its mix of older properties, affordable rents and upgrade potential, positions the merged company as one of Sweden's largest listed residential property owners by unit count.

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